(a) \_No Dispositions, Liens, Etc.\_ Except as permitted by this Lease, Lessee
shall not sell, assign, enter into any Third Party Agreement, convey,
mortgage, exchange or otherwise transfer or relinquish possession of
(including by any seizure or other taking by any foreign or domestic
Governmental Authority) or dispose of, or grant or otherwise create a Lien
(other than a Permitted Lien) against, the Airframe, or any Engine or Part,
related associated rights, international interests, prospective international
interests, or any proceeds, or any of the other Collateral, nor shall it
attempt, or suffer or permit, any of the foregoing. Lessee shall be permitted,
however, to enter into Permitted Third Party Agreements and to deliver
possession of the Airframe, or any Engine or Part to another Person for the
purpose of complying with any of the other provisions of this Section 5, in
each case, if and to the extent consistent with the provisions of the Lease
Documents. Lessee will warrant and defend Lessor’s Interest in and to the
Aircraft (including Lessor’s good and marketable title thereto) and any
Collateral, and the validity, perfection and first priority of Lessor’s
Interest in the Aircraft and any Collateral, against all other Liens, claims
and demands whatsoever, except Permitted Liens; and without limiting the
foregoing, Lessee will (a) not create, assume or suffer to exist any Liens on
or with respect to the Aircraft or any Collateral, or Lessee’s interest
therein (other than Permitted Liens); and (b) promptly take such action as
directed by Lessor to duly discharge any such unpermitted Liens.



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